**Exhibit 31**

**CERTIFICATION**

I, Mike Ulrich,certify that:

1.                 Ihave reviewed this quarterly report on Form 10-Q of TEL OffshoreTrust, for which The Bank of New York Trust Company, N.A., acts as Trustee;

2.                 Basedon my knowledge, this report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

3.                 Basedon my knowledge, the financial statements, and other financial informationincluded in this quarterly report, fairly present in all material respects thefinancial condition, distributable income and changes in trust corpus of theregistrant as of, and for, the periods presented in this report;

4.                 Iam responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)),or for causing such controls and procedures to be established and maintained,for the registrant and I have:

(a)          Designedsuch disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under my supervision, to ensure that materialinformation relating to the registrant, including its consolidatedsubsidiaries, is made known to me by others within those entities, particularlyduring the period in which this report is being prepared;

(b)         Evaluatedthe effectiveness of the registrant’s disclosure controls and procedures andpresented in this report my conclusions about the effectiveness of thedisclosure controls and procedures as of the end of the period covered by thisreport based on such evaluation; and

(c)          Disclosedin this report any change in the registrant’s internal control over financialreporting that occurred during the registrant’s most recent fiscal quarter (theregistrant’s fourth fiscal quarter in the case of an annual report) that hasmaterially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting; and

5.                 Ihave disclosed, based on my most recent evaluation of internal control overfinancial reporting to the registrant’s auditors:

(a)          Allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize andreport financial information; and

(b)         Anyfraud, whether or not material, that involves any management or other employeeswho have a significant role in the registrant’s internal control over financialreporting.

In giving the foregoingcertifications in paragraphs 4 and 5, I have relied to the extent I considerreasonable on information provided to me by the working interest owners and themanaging general partner of the TEL Offshore Trust Partnership, in which theregistrant owns a 99.99% interest.

| Date: November 14, 2006 | /s/ MIKE  ULRICH                         |   |
|------------------------------|------------------------------------------|--------|
| ** **                   | Mike Ulrich,                             |
| ** **                   | *Vice President,*                        |
| * *                     | The Bank of New York Trust Company, N.A. |

 

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